Vertis would file a voluntary pre-packaged Chapter 11 petition only if it concludes that a court-supervised process is the most efficient means to successfully complete the recapitalization while protecting its stakeholders’ long-term interests. The GE Capital and Morgan Stanley Senior Funding, Inc. commitments will allow the company to enter the process with funding in place to complete the reorganization within 45 to 60 days of filing and emerge as a well-capitalized company. The plan of reorganization contemplates that the company will honor in full all commitments to employees, clients, suppliers and other business partners, without disruption.

Timetable

The Exchange Offers will expire at 12:00 a.m., New York City time, on Dec. 1, 2010, unless extended by Vertis. The Exchange Offers are subject to the terms and conditions set forth in the Offering Memorandum and Disclosure Statement and the related letter of transmittal, each dated Nov. 1, 2010.

Concurrently with the Exchange Offers, Vertis is soliciting votes on its Plan of Reorganization. Vertis has made no decision at this time to commence Chapter 11 proceedings. However, if it does not obtain acceptable levels of participation in the Exchange Offers, but does receive sufficient acceptances of its Plan of Reorganization, Vertis will pursue its restructuring in Chapter 11.

A Chapter 11 plan of reorganization can be confirmed if either the holders of the Second Lien Notes or the Senior PIK Notes vote to accept the plan, not including the votes of affiliates. A class of creditors is deemed to accept a Chapter 11 plan if at least one-half in number of the creditors within the class, who hold at least two-thirds in dollar amount of claims in the class, vote to accept the plan, counting only those who actually vote. Dissenting and abstaining creditors will be bound by the terms of the plan if this voting threshold is met.